I've been getting a lot of random freezing while running on landscape in certain areas, however very rarely if at all if I'm just going around in a town or in and out of many buildings. I have a lot of texture/static mesh mods installed that I know are going to obviously increase my RAM and VRAM load, however with my specs I don't really think I should be getting these random freezes that I can only attribute to too many things being loaded. I'm not getting any sort of framedrops, besides occasional choppiness when I first load up the game while it's loading in all the distant stuff. Everything goes just fine then suddenly I'm frozen with sound still playing and stuff, but stuck visually.

When I bring up task manager, I've noticed that my RAM load is very high, crashes always occur between about 2-3gb usage from Skyrim. This shouldn't be happening, because I've got 8gb of RAM, but apparently my computer is only wanting to use about 4gb of that. I have a 64bit OS, so my computer does identify 8gb of RAM present, however it doesn't seem to want to actually use all of it for some reason. I have a GTX 660 Ti with has a total VRAM of 4gb with 2gb devoted and 2gb shared, so I don't think the problem is my GPU either.

Also, these crashes started occurring fairly recently, I'm guessing because I started a new playthrough with some additional mods that are adding new textures and objects, so that the issues are just now becoming apparent.

My question is, how can I optimize my computer to use all 8gb of RAM available for Skyrim? Also, I have noticed that Skyrim runs with (32 bit) beside it in the Task Manager. Is this possibly the problem?

Specs:
Intel i5-3570k @ 3.40ghz
8GB RAM
GTX 660 Ti 2GB shared/2GB devoted
Windows 8 64-bit OS

I have no memory limit set in my display settings either so please don't give me the canned response of "uncheck x setting in display" or "you need a 64 bit OS" because like I said, I have a 64 bit OS.

Skyrim is 32-bit, and is subject to a 32-bit application's addressable RAM limit of approximately 4 GB. Actually, it seems to have a hard upper limit of about 3.1 GB total RAM usage, that if exceeded, will cause the game to crash. There's no way to make it use any more than that, and before anyone asks, compiling a 64-bit version is not as simple as Bethesda loading the code and clicking the "64-bit" check box in the compiler.

If you're bumping up against the 3.1 GB limit, you've installed your mods correctly and you're properly using mod management tools such as BOSS, TES5Edit and Wrye Bash, then there's nothing else you can do other than disable some of the mods you're using and get the RAM usage back under the limit.

Thanks, that explains it. Seeing the (32-bit) part behind the process made me curious and I figured that may have been the issue. Shame there's no 64-bit version for people to fully enjoy it.